THE LAKE JACKSON CITIZENS ASSOCIATION, INCORPORATED
REVISED AND RESTATED CONSTITUTION/BYLAWS
November 17, 2018
ARTICLE I
NAME
The name of this organization shall be LJCA, Inc. (formerly known as The Lake Jackson Citizens Association, Incorporated).
ARTICLE II
PURPOSE
The purpose of LJCA, Inc shall be to promote and encourage measures concerning the health, safety, protection and the betterment of the area of Lake Jackson. The Association will represent the Lake Jackson area and its members in affairs with public officials, and with civic groups and other entities of the area. The Association is also organized for the purpose of owning and operating the Common Areas of Lake Jackson and to provide recreational facilities and activities, and to carry out related functions for the maintenance and governance of the same.
ARTICLE III
MEMBERSHIP
Section 1: For the purpose of membership in the Association, the geographic boundaries of the Association mean the Lake Jackson area, consisting of the Tracts of: BELL, BROWN & HOOFF, CORNWELL, JOHNSON, JONES, LION, McGRATH, PAYNE AND PROUT.
Section 2: Membership eligibility in the Association shall be open to owners and their spouses of real property that is situated within the geographic boundaries of the Association, and are of voting age in the State of Virginia. Real Property is defined as an estate or property consisting of lands and all appurtenances to lands, as buildings, crops, or mineral rights.
Section 3: The membership year is from March - February of the following year. Membership enrollment is March through May.
(updated 2024, to be active 2024-2025)
Section 4: A member is defined as a real property owner and/or their spouse who have paid membership dues and submitted the membership application form for the current year. Members will become members in good standing with voting privileges two weeks after application forms and dues are postmarked or received by the Executive Board. Each member in good standing shall be entitled to one vote in each of the affairs of the Association.
Section 5: Changes in the dues amount shall be proposed by the Executive Board at the January meeting and approved by the membership upon a favorable vote of two-thirds of the voting members present at the March meeting.
(updated 2024, to be active 2024-2025)
ARTICLE IV
OFFICERS
Section 1: The Officers of the Association shall be members in good standing and shall consist of President, Vice President, Recording Secretary, Corresponding Secretary, and Treasurer. The officers shall be nominated and elected by members in good standing, including Executive Board members, present at the Annual Meeting, or at a special meeting as defined in ARTICLE VI, SECTION 2. Officers will serve as the Executive Board and shall take office at the close of that meeting. The Executive Board Officers’ obligations are to keep other Executive Board Officers informed of situations that may arise during the time between meetings. Duties of the Officers are described below, and other duties applicable to the officers as prescribed in the Roberts Rules of Order Newly Revised
Section 2: Duties of Officers
PRESIDENT – The President shall preside over all meetings of the Association (as defined in Article VI) and represent the Association as directed by the membership.
VICE PRESIDENT – The Vice President shall assume all duties of the President in case of the absence of the President or President’s inability to fulfill the duties of the office. The Vice President also shall assume such duties as may be designated by the President or the Executive Board.
RECORDING SECRETARY – It shall be the responsibility of the Recording Secretary to keep accurate minutes of all meetings (as defined in Article VI), to serve as the custodian of all records, documents, and the Corporate Seal of the Association.
CORRESPONDING SECRETARY – The Corresponding Secretary shall conduct Association correspondence except that which is delegated to the Recording Secretary. Duties include receiving and processing membership applications, notifying members of the meetings of the Association, serving as custodian of all official correspondence of the Association, and advising the Recording Secretary of changes in membership.
TREASURER – It shall be the responsibility of the Treasurer to receive all monies due the Association, deposit funds into FDIC Insured accounts of the Association as agreed by the Executive Board, pay all accounts against the Association by check countersigned by the President, and keep an accurate record of all funds received and disbursed. A Treasurer’s report shall be given at all meetings (as defined in Article VI) of the Association and at such other times as the President may direct. The Treasurer will be bonded in an amount not less than 10% of the Association’s liquid assets as of the annual independent review.
Section 3: Election of Officers
A Nominating Committee shall be formed at a meeting of the membership (as defined in Article VI). The Nominating Committee shall report at the meeting prior to the annual meeting. (updated 2024, to be active 2024-2025)
During the Annual Meeting (updated 2024, to be active 2024-2025), but prior to the election, members may self-nominate and nominate other members for any office. Nominations may be made from the floor. Nominations may be declined by the nominated member.
Where there is no contest, election will be made by acclamation. In case of a contest for an office, the election shall be by majority ballot of members in good standing during the Annual Meeting.
Section 4: Ballot Process
Voting shall occur by confidential ballot without reference to the voter’s name. If a member is unable to attend the annual meeting and desires to vote in the election of the officers:
a. The member shall notify the current Recording Secretary in writing of his/her intent to vote via proxy. Said notice must be received by the Recording Secretary prior to the casting of the ballots. The proxy notice shall either be assigned to a member in good standing in attendance at the annual meeting or include a list of candidates in order of voting preference.
b. If unassigned to another member in attendance at the annual meeting, the Recording Secretary will be responsible for casting the proxy ballot on behalf of the absent member based on the succession of preference provided in the proxy; and the proxy vote shall remain confidential.
In cases where three or more candidates receive votes from the members and no candidate receives a majority of the votes (‘Majority’ shall be defined as 50% plus one vote of the eligible voters), the candidate receiving the lowest number of votes will be eliminated from the ballot. This process of elimination shall continue through a series of ballots until such time as one candidate receives the majority of votes cast. The term of office for elected officers shall be one (1) year. No Officer shall be eligible to serve in the same office for more than four (4) consecutive years.
Section 5: Installation of officers: Upon election, incoming Officers must agree to read and abide by the Constitution/Bylaws of the Association and to assume the responsibilities of the office in good faith to the best of their ability.
Section 6: Termination: Any Officer may be removed with or without cause at a special meeting by a two-thirds vote of the total membership.
Section 7: Vacancies: In the event of a vacancy in an elected office, the remaining Executive Board shall fill the position for the unexpired term.
ARTICLE V
EXECUTIVE BOARD
Section 1: “Executive Board” defined: The Executive Board shall consist of the elected officers.
Section 2: Powers/Corporate Action. The affairs of the Association shall be conducted by the Executive Board subject to the consent of the membership.
Section 3: The Executive Board has an annual Discretionary Fund that may be used toward the affairs of the Association without further approval from the membership. The amount of the annual Discretionary Fund and petty cash will be voted upon each Annual Meeting and added to the LJCA, Inc. Standard Operating Procedures (SOP). The Executive Board is permitted to remit regular and Recurring Expenses without a membership vote unless the cost increases by more than 15% (in which case membership approval of the payment is required). These expenditures are: Board of Directors liability insurance, VA Dishonesty Bond, Property and General Liability Insurance, Registered Agent services, sand for Big Beach, Post Office Box Rental, and payment processing fees (PayPal).
Section 4: Compensation. No Executive Board member shall receive any compensation from the Association for acting as such; provided, however, any Executive Board member may be reimbursed for expenses incurred on behalf of the Association upon approval of a majority of the members.
Section 5: Board Standards. An Executive Board member shall discharge his or her duties in accordance with his or her good faith judgment of the best interests of the Association.
ARTICLE VI
MEETINGS
Section 1: Regular Meetings. Unless rescheduled by the Executive Board, regular meetings of the Association shall be held during the months of March, May, July, September, and January. The annual meeting shall be in March. (updated 2024, to be active 2024-2025)
Section 2: Special meetings. The President may call a special meeting of the Association at any time when in his/her judgment matters of sufficient importance arise. They shall also call a special meeting at the request of a majority of members of the Executive Board. A special meeting shall also be called by the President and/or the Executive Board upon receipt of a written petition from members indicating reason(s) for the special meeting and signed by no FEWER than 10 members in good standing.
Section 3: Notice of meetings. Notice of regular, annual, and special, and Executive Board meetings shall be published at least one week before the date of such meeting. The notice MUST STATE stating the exact time and place at which the meeting shall be held and shall include an agenda of all items to be considered and/or voted on by the membership. Emergency meetings may be called with 48-hour notice. (updated 2024, to be active 2024-2025)
Section 4: Meetings of the Membership/Quorum. When the Corresponding Secretary reports that notices have been sent to all members and no less than a majority of the Executive Board is in attendance, then the members present shall constitute a quorum.
Section 5: Proxies. Proxy votes are permitted, and proxies must be in writing. The original proxy vote letter, signed by the absent member, dated, specifying at which meeting the proxy is to be used, and the name of the member to whom the proxy is assigned, shall be given to the Executive Board prior to any voting at specified meeting. Click here for proxy vote letter template.
Section 6: Meetings of the Executive Board/Quorum. The Executive Board shall meet as needed to organize and prepare for Association meetings. No official actions will be taken during the executive board meetings and minutes of the executive board meetings will be available to members on the LJCA website (www.ljcainc.com) prior to the next regular meeting. The Executive Board may meet by electronic means. A quorum of the Executive Board shall be no less than a majority of the Board members.
Section 7: Roberts Rules. The proceedings of the Association at all meetings shall be conducted in accordance with the latest edition of Roberts Rules of Order Newly Revised.
ARTICLE VII
COMMITTEES
Committees for the following membership year may only be formed and renewed by the membership at the annual meeting and as needing during any meeting of the Association (as defined in Article VI). Each Committee must have a defined purpose and defined term. Committees may meet by electronic means. Each Committee Chairs will be selected by acclamation and announced at the January meeting. Committee chairs shall have a chairman who will provide updates to the Executive Board as requested and to the membership at each meeting (as defined in Article VI). Committee members must be members in good standing. Committee purposes and chairs will be listed in the association’s SOP.
ARTICLE VIII
DISSOLUTION
The Association shall be incorporated under the laws of the Commonwealth of Virginia,. The dissolution of the Association shall be in accordance with Virginia Non-Stock Corporation Act §13.1-902.
ARTICLE IX
AMENDMENTS
This Constitution may be amended at the Annual Meeting upon favorable vote of two-thirds of the voting members present, provided that it shall have been proposed by either:
a) A petition to the President in writing signed by five members in good standing, or by a majority vote of the executive Board, provided that Members shall have been notified of such proposed action no less than 60 days prior to the meeting in which the Constitution is proposed to be amended. Regardless of whether an amendment is proposed through A or B, notice shall be provided to the members at the meeting prior to the Annual Meeting. Such notice shall include the time and date of the meeting in which the amendment(s) will be voted on as well as a copy of the proposed amendment(s).
LJCA, INC.
As Revised January 2024
(posted 03/30/24)
Lake Jackson Citizens Association Emergency Bylaws
Lake Jackson Citizens Association Emergency Bylaws were approved at the January 26, 2021 LJCA Meeting to manage meeting during the COVID-19 pandemic and set precedence for future situations where they need to be available.
Emergencies are defined in the code “An emergency exists for purposes of the section if a quorum of the corporation’s board of directors cannot readily be assembled because of some catastrophic event.” Concluding that the emergency bylaws are not effective after the emergency ends.
- Emergency COVID-19
- Allowed to use another service for virtual meetings if necessary.
- Chat section in Zoom allowed for voting. This giving the Lake Jackson Citizens to vote “yay or nay”. This will allow everyone to see the vote count.
EMERGENCY BYLAWS:
Overview
DUE TO THE PUBLIC HEALTH THREAT AND THE NEED FOR PREVENTION AND CONTROL OF THE SPREAD OF COVID-19, INCLUDING THE NEED FOR MEASURES SUCH AS SOCIAL DISTANCING WHICH MAY LIMIT THE NUMBER OF INDIVIDUALS PERMITTED IN SPACES WHERE FUTURE MEETINGS MAY BE HELD, THE USUAL MEETING PROCEDURES CANNOT BE IMPLEMENTED SAFELY OR PRACTICALLY; AND (A) ALL AGENDA ITEMS ARE NECESSARY AND ESSENTIAL TO ASSURE THE CONTINUITY OF LJCA AFFAIRS; AND/OR (B) THE NATURE OF THE DECLARED EMERGENCY MAKES IT IMPRACTICABLE OR UNSAFE FOR THE BOARD TO ASSEMBLE IN A SINGLE LOCATION, AND THE PURPOSE OF THE MEETING IS TO DISCUSS OR TRANSACT THE BUSINESS STATUTORILY REQUIRED OR NECESSARY TO CONTINUE OPERATIONS OF LJCA.
Emergencies are defined in the Code: “An emergency exists for purposes of this section if a quorum of the corporation’s board of directors cannot readily be assembled because of some catastrophic event.”
§ 13.1-824. (Emergency bylaws)
A. Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection D. The emergency bylaws, which are subject to amendment or repeal by the members, may make all provisions necessary for managing the corporation during the emergency, including:
1. Procedures for calling a meeting of the board of directors;
2. Quorum requirements for the meeting;
3. Designation of additional or substitute directors.
B. All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
C. Corporate action taken in good faith in accordance with the emergency bylaws: 1. Binds the corporation; and
2. May not be used to impose liability on a corporate director, officer, employee or agent.
D. An emergency exists for purposes of this section if a quorum of the corporation's board of directors cannot readily be assembled because of some catastrophic event.
Code 1950, § 13.1-212.1; 1962, c. 102; 1975, c. 500; 1985, c. 522; 2007, c. 925.).
Emergency Bylaws - Meetings Held Electronically
I. Except as otherwise provided in these bylaws, meetings of the Board shall be conducted through use of Internet meeting services designated by the President that support voting and support visible displays identifying those participating, identifying those seeking recognition to speak, showing (or permitting the retrieval of) the text of pending motions, and showing the results of votes. These electronic meetings of the Board shall be subject to all rules adopted by the Board, or by the Association, to govern them, which may include any reasonable limitations on, and requirements for, members’ participation. Any such rules adopted by the Board shall supersede any conflicting rules in the parliamentary authority, but may not otherwise conflict with or alter any rule or decision of the Association. An vote conducted through the designated Internet meeting service shall be deemed a ballot vote, fulfilling any requirement in the bylaws or rules that a vote be conducted by ballot.
Rules for Electronic Meetings
1. Login information. The LJCA Board shall send by e-mail to every member of the Association, at least 2 hours before each meeting, the time of the meeting, the URL and codes necessary to connect to the Internet meeting service, and, as an alternative and backup to the audio connection included within the Internet service, the phone number and access code(s) the member needs to participate aurally by telephone.
2. Login time. The LJCA Board shall schedule Internet meeting service availability to begin at least 5 minutes before the start of each meeting.
3. Signing in and out. Members shall identify themselves as required to sign in to the Internet meeting service, and shall maintain Internet and audio access throughout the meeting whenever present, but shall sign out upon any departure before adjournment.
4. Quorum calls. The presence of a quorum shall be established at the beginning of the meeting during sign in identification. Thereafter, the continued presence of a quorum shall be determined by the online list of participating members, unless any member demands a quorum count by audible roll call. Such a demand may be made following any vote for which the announced totals add to less than a quorum.
5. Technical requirements and malfunctions. Each member is responsible for his or her audio and Internet connections; no action shall be invalidated on the grounds that the loss of, or poor quality of, a member’s individual connection prevented participation in the meeting.
6. Forced disconnections. The chair may cause or direct the disconnection or muting of a member’s connection if it is causing undue interference with the meeting.
7. Assignment of the floor. To seek recognition by the chair, a member shall notify chair using notification method within Internet meeting service, or in internet meeting service chat section. Recognition shall be given in the order for which it was requested.
8. Interrupting a member. A member who intends to make a motion or request that under the rules may interrupt a speaker shall use internet meeting service chat section for so indicating, and shall thereafter wait a reasonable time for the chair’s instructions before attempting to interrupt the speaker by voice.
9. Motions. A member intending to make a main motion, to offer an amendment, or to propose instructions to a committee, shall, after being recognized, post the motion in writing to the internet meeting service chat section and read the motion out loud.
10. Voting. Votes shall be taken by the anonymous voting feature of the Internet meeting service. If service does not provide option, votes shall be taken by audible roll call or utilizing the internet meeting service chat section. The announcement of the voting result shall include the number of members voting on each side of the question and the number, if any, who explicitly respond to acknowledge their presence without casting a vote. Business may also be conducted by unanimous consent.
12. Video display. The LJCA Board, or their assistants, shall cause a video of the chair to be displayed throughout the meeting, and shall also cause display of the video of the member currently recognized to speak or report.
Posted 3/18/2021
REVISED AND RESTATED CONSTITUTION/BYLAWS
November 17, 2018
ARTICLE I
NAME
The name of this organization shall be LJCA, Inc. (formerly known as The Lake Jackson Citizens Association, Incorporated).
ARTICLE II
PURPOSE
The purpose of LJCA, Inc shall be to promote and encourage measures concerning the health, safety, protection and the betterment of the area of Lake Jackson. The Association will represent the Lake Jackson area and its members in affairs with public officials, and with civic groups and other entities of the area. The Association is also organized for the purpose of owning and operating the Common Areas of Lake Jackson and to provide recreational facilities and activities, and to carry out related functions for the maintenance and governance of the same.
ARTICLE III
MEMBERSHIP
Section 1: For the purpose of membership in the Association, the geographic boundaries of the Association mean the Lake Jackson area, consisting of the Tracts of: BELL, BROWN & HOOFF, CORNWELL, JOHNSON, JONES, LION, McGRATH, PAYNE AND PROUT.
Section 2: Membership eligibility in the Association shall be open to owners and their spouses of real property that is situated within the geographic boundaries of the Association, and are of voting age in the State of Virginia. Real Property is defined as an estate or property consisting of lands and all appurtenances to lands, as buildings, crops, or mineral rights.
Section 3: The membership year is from March - February of the following year. Membership enrollment is March through May.
(updated 2024, to be active 2024-2025)
Section 4: A member is defined as a real property owner and/or their spouse who have paid membership dues and submitted the membership application form for the current year. Members will become members in good standing with voting privileges two weeks after application forms and dues are postmarked or received by the Executive Board. Each member in good standing shall be entitled to one vote in each of the affairs of the Association.
Section 5: Changes in the dues amount shall be proposed by the Executive Board at the January meeting and approved by the membership upon a favorable vote of two-thirds of the voting members present at the March meeting.
(updated 2024, to be active 2024-2025)
ARTICLE IV
OFFICERS
Section 1: The Officers of the Association shall be members in good standing and shall consist of President, Vice President, Recording Secretary, Corresponding Secretary, and Treasurer. The officers shall be nominated and elected by members in good standing, including Executive Board members, present at the Annual Meeting, or at a special meeting as defined in ARTICLE VI, SECTION 2. Officers will serve as the Executive Board and shall take office at the close of that meeting. The Executive Board Officers’ obligations are to keep other Executive Board Officers informed of situations that may arise during the time between meetings. Duties of the Officers are described below, and other duties applicable to the officers as prescribed in the Roberts Rules of Order Newly Revised
Section 2: Duties of Officers
PRESIDENT – The President shall preside over all meetings of the Association (as defined in Article VI) and represent the Association as directed by the membership.
VICE PRESIDENT – The Vice President shall assume all duties of the President in case of the absence of the President or President’s inability to fulfill the duties of the office. The Vice President also shall assume such duties as may be designated by the President or the Executive Board.
RECORDING SECRETARY – It shall be the responsibility of the Recording Secretary to keep accurate minutes of all meetings (as defined in Article VI), to serve as the custodian of all records, documents, and the Corporate Seal of the Association.
CORRESPONDING SECRETARY – The Corresponding Secretary shall conduct Association correspondence except that which is delegated to the Recording Secretary. Duties include receiving and processing membership applications, notifying members of the meetings of the Association, serving as custodian of all official correspondence of the Association, and advising the Recording Secretary of changes in membership.
TREASURER – It shall be the responsibility of the Treasurer to receive all monies due the Association, deposit funds into FDIC Insured accounts of the Association as agreed by the Executive Board, pay all accounts against the Association by check countersigned by the President, and keep an accurate record of all funds received and disbursed. A Treasurer’s report shall be given at all meetings (as defined in Article VI) of the Association and at such other times as the President may direct. The Treasurer will be bonded in an amount not less than 10% of the Association’s liquid assets as of the annual independent review.
Section 3: Election of Officers
A Nominating Committee shall be formed at a meeting of the membership (as defined in Article VI). The Nominating Committee shall report at the meeting prior to the annual meeting. (updated 2024, to be active 2024-2025)
During the Annual Meeting (updated 2024, to be active 2024-2025), but prior to the election, members may self-nominate and nominate other members for any office. Nominations may be made from the floor. Nominations may be declined by the nominated member.
Where there is no contest, election will be made by acclamation. In case of a contest for an office, the election shall be by majority ballot of members in good standing during the Annual Meeting.
Section 4: Ballot Process
Voting shall occur by confidential ballot without reference to the voter’s name. If a member is unable to attend the annual meeting and desires to vote in the election of the officers:
a. The member shall notify the current Recording Secretary in writing of his/her intent to vote via proxy. Said notice must be received by the Recording Secretary prior to the casting of the ballots. The proxy notice shall either be assigned to a member in good standing in attendance at the annual meeting or include a list of candidates in order of voting preference.
b. If unassigned to another member in attendance at the annual meeting, the Recording Secretary will be responsible for casting the proxy ballot on behalf of the absent member based on the succession of preference provided in the proxy; and the proxy vote shall remain confidential.
In cases where three or more candidates receive votes from the members and no candidate receives a majority of the votes (‘Majority’ shall be defined as 50% plus one vote of the eligible voters), the candidate receiving the lowest number of votes will be eliminated from the ballot. This process of elimination shall continue through a series of ballots until such time as one candidate receives the majority of votes cast. The term of office for elected officers shall be one (1) year. No Officer shall be eligible to serve in the same office for more than four (4) consecutive years.
Section 5: Installation of officers: Upon election, incoming Officers must agree to read and abide by the Constitution/Bylaws of the Association and to assume the responsibilities of the office in good faith to the best of their ability.
Section 6: Termination: Any Officer may be removed with or without cause at a special meeting by a two-thirds vote of the total membership.
Section 7: Vacancies: In the event of a vacancy in an elected office, the remaining Executive Board shall fill the position for the unexpired term.
ARTICLE V
EXECUTIVE BOARD
Section 1: “Executive Board” defined: The Executive Board shall consist of the elected officers.
Section 2: Powers/Corporate Action. The affairs of the Association shall be conducted by the Executive Board subject to the consent of the membership.
Section 3: The Executive Board has an annual Discretionary Fund that may be used toward the affairs of the Association without further approval from the membership. The amount of the annual Discretionary Fund and petty cash will be voted upon each Annual Meeting and added to the LJCA, Inc. Standard Operating Procedures (SOP). The Executive Board is permitted to remit regular and Recurring Expenses without a membership vote unless the cost increases by more than 15% (in which case membership approval of the payment is required). These expenditures are: Board of Directors liability insurance, VA Dishonesty Bond, Property and General Liability Insurance, Registered Agent services, sand for Big Beach, Post Office Box Rental, and payment processing fees (PayPal).
Section 4: Compensation. No Executive Board member shall receive any compensation from the Association for acting as such; provided, however, any Executive Board member may be reimbursed for expenses incurred on behalf of the Association upon approval of a majority of the members.
Section 5: Board Standards. An Executive Board member shall discharge his or her duties in accordance with his or her good faith judgment of the best interests of the Association.
ARTICLE VI
MEETINGS
Section 1: Regular Meetings. Unless rescheduled by the Executive Board, regular meetings of the Association shall be held during the months of March, May, July, September, and January. The annual meeting shall be in March. (updated 2024, to be active 2024-2025)
Section 2: Special meetings. The President may call a special meeting of the Association at any time when in his/her judgment matters of sufficient importance arise. They shall also call a special meeting at the request of a majority of members of the Executive Board. A special meeting shall also be called by the President and/or the Executive Board upon receipt of a written petition from members indicating reason(s) for the special meeting and signed by no FEWER than 10 members in good standing.
Section 3: Notice of meetings. Notice of regular, annual, and special, and Executive Board meetings shall be published at least one week before the date of such meeting. The notice MUST STATE stating the exact time and place at which the meeting shall be held and shall include an agenda of all items to be considered and/or voted on by the membership. Emergency meetings may be called with 48-hour notice. (updated 2024, to be active 2024-2025)
Section 4: Meetings of the Membership/Quorum. When the Corresponding Secretary reports that notices have been sent to all members and no less than a majority of the Executive Board is in attendance, then the members present shall constitute a quorum.
Section 5: Proxies. Proxy votes are permitted, and proxies must be in writing. The original proxy vote letter, signed by the absent member, dated, specifying at which meeting the proxy is to be used, and the name of the member to whom the proxy is assigned, shall be given to the Executive Board prior to any voting at specified meeting. Click here for proxy vote letter template.
Section 6: Meetings of the Executive Board/Quorum. The Executive Board shall meet as needed to organize and prepare for Association meetings. No official actions will be taken during the executive board meetings and minutes of the executive board meetings will be available to members on the LJCA website (www.ljcainc.com) prior to the next regular meeting. The Executive Board may meet by electronic means. A quorum of the Executive Board shall be no less than a majority of the Board members.
Section 7: Roberts Rules. The proceedings of the Association at all meetings shall be conducted in accordance with the latest edition of Roberts Rules of Order Newly Revised.
ARTICLE VII
COMMITTEES
Committees for the following membership year may only be formed and renewed by the membership at the annual meeting and as needing during any meeting of the Association (as defined in Article VI). Each Committee must have a defined purpose and defined term. Committees may meet by electronic means. Each Committee Chairs will be selected by acclamation and announced at the January meeting. Committee chairs shall have a chairman who will provide updates to the Executive Board as requested and to the membership at each meeting (as defined in Article VI). Committee members must be members in good standing. Committee purposes and chairs will be listed in the association’s SOP.
ARTICLE VIII
DISSOLUTION
The Association shall be incorporated under the laws of the Commonwealth of Virginia,. The dissolution of the Association shall be in accordance with Virginia Non-Stock Corporation Act §13.1-902.
ARTICLE IX
AMENDMENTS
This Constitution may be amended at the Annual Meeting upon favorable vote of two-thirds of the voting members present, provided that it shall have been proposed by either:
a) A petition to the President in writing signed by five members in good standing, or by a majority vote of the executive Board, provided that Members shall have been notified of such proposed action no less than 60 days prior to the meeting in which the Constitution is proposed to be amended. Regardless of whether an amendment is proposed through A or B, notice shall be provided to the members at the meeting prior to the Annual Meeting. Such notice shall include the time and date of the meeting in which the amendment(s) will be voted on as well as a copy of the proposed amendment(s).
LJCA, INC.
As Revised January 2024
(posted 03/30/24)
Lake Jackson Citizens Association Emergency Bylaws
Lake Jackson Citizens Association Emergency Bylaws were approved at the January 26, 2021 LJCA Meeting to manage meeting during the COVID-19 pandemic and set precedence for future situations where they need to be available.
Emergencies are defined in the code “An emergency exists for purposes of the section if a quorum of the corporation’s board of directors cannot readily be assembled because of some catastrophic event.” Concluding that the emergency bylaws are not effective after the emergency ends.
- Emergency COVID-19
- Allowed to use another service for virtual meetings if necessary.
- Chat section in Zoom allowed for voting. This giving the Lake Jackson Citizens to vote “yay or nay”. This will allow everyone to see the vote count.
EMERGENCY BYLAWS:
Overview
DUE TO THE PUBLIC HEALTH THREAT AND THE NEED FOR PREVENTION AND CONTROL OF THE SPREAD OF COVID-19, INCLUDING THE NEED FOR MEASURES SUCH AS SOCIAL DISTANCING WHICH MAY LIMIT THE NUMBER OF INDIVIDUALS PERMITTED IN SPACES WHERE FUTURE MEETINGS MAY BE HELD, THE USUAL MEETING PROCEDURES CANNOT BE IMPLEMENTED SAFELY OR PRACTICALLY; AND (A) ALL AGENDA ITEMS ARE NECESSARY AND ESSENTIAL TO ASSURE THE CONTINUITY OF LJCA AFFAIRS; AND/OR (B) THE NATURE OF THE DECLARED EMERGENCY MAKES IT IMPRACTICABLE OR UNSAFE FOR THE BOARD TO ASSEMBLE IN A SINGLE LOCATION, AND THE PURPOSE OF THE MEETING IS TO DISCUSS OR TRANSACT THE BUSINESS STATUTORILY REQUIRED OR NECESSARY TO CONTINUE OPERATIONS OF LJCA.
Emergencies are defined in the Code: “An emergency exists for purposes of this section if a quorum of the corporation’s board of directors cannot readily be assembled because of some catastrophic event.”
§ 13.1-824. (Emergency bylaws)
A. Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection D. The emergency bylaws, which are subject to amendment or repeal by the members, may make all provisions necessary for managing the corporation during the emergency, including:
1. Procedures for calling a meeting of the board of directors;
2. Quorum requirements for the meeting;
3. Designation of additional or substitute directors.
B. All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
C. Corporate action taken in good faith in accordance with the emergency bylaws: 1. Binds the corporation; and
2. May not be used to impose liability on a corporate director, officer, employee or agent.
D. An emergency exists for purposes of this section if a quorum of the corporation's board of directors cannot readily be assembled because of some catastrophic event.
Code 1950, § 13.1-212.1; 1962, c. 102; 1975, c. 500; 1985, c. 522; 2007, c. 925.).
Emergency Bylaws - Meetings Held Electronically
I. Except as otherwise provided in these bylaws, meetings of the Board shall be conducted through use of Internet meeting services designated by the President that support voting and support visible displays identifying those participating, identifying those seeking recognition to speak, showing (or permitting the retrieval of) the text of pending motions, and showing the results of votes. These electronic meetings of the Board shall be subject to all rules adopted by the Board, or by the Association, to govern them, which may include any reasonable limitations on, and requirements for, members’ participation. Any such rules adopted by the Board shall supersede any conflicting rules in the parliamentary authority, but may not otherwise conflict with or alter any rule or decision of the Association. An vote conducted through the designated Internet meeting service shall be deemed a ballot vote, fulfilling any requirement in the bylaws or rules that a vote be conducted by ballot.
Rules for Electronic Meetings
1. Login information. The LJCA Board shall send by e-mail to every member of the Association, at least 2 hours before each meeting, the time of the meeting, the URL and codes necessary to connect to the Internet meeting service, and, as an alternative and backup to the audio connection included within the Internet service, the phone number and access code(s) the member needs to participate aurally by telephone.
2. Login time. The LJCA Board shall schedule Internet meeting service availability to begin at least 5 minutes before the start of each meeting.
3. Signing in and out. Members shall identify themselves as required to sign in to the Internet meeting service, and shall maintain Internet and audio access throughout the meeting whenever present, but shall sign out upon any departure before adjournment.
4. Quorum calls. The presence of a quorum shall be established at the beginning of the meeting during sign in identification. Thereafter, the continued presence of a quorum shall be determined by the online list of participating members, unless any member demands a quorum count by audible roll call. Such a demand may be made following any vote for which the announced totals add to less than a quorum.
5. Technical requirements and malfunctions. Each member is responsible for his or her audio and Internet connections; no action shall be invalidated on the grounds that the loss of, or poor quality of, a member’s individual connection prevented participation in the meeting.
6. Forced disconnections. The chair may cause or direct the disconnection or muting of a member’s connection if it is causing undue interference with the meeting.
7. Assignment of the floor. To seek recognition by the chair, a member shall notify chair using notification method within Internet meeting service, or in internet meeting service chat section. Recognition shall be given in the order for which it was requested.
8. Interrupting a member. A member who intends to make a motion or request that under the rules may interrupt a speaker shall use internet meeting service chat section for so indicating, and shall thereafter wait a reasonable time for the chair’s instructions before attempting to interrupt the speaker by voice.
9. Motions. A member intending to make a main motion, to offer an amendment, or to propose instructions to a committee, shall, after being recognized, post the motion in writing to the internet meeting service chat section and read the motion out loud.
10. Voting. Votes shall be taken by the anonymous voting feature of the Internet meeting service. If service does not provide option, votes shall be taken by audible roll call or utilizing the internet meeting service chat section. The announcement of the voting result shall include the number of members voting on each side of the question and the number, if any, who explicitly respond to acknowledge their presence without casting a vote. Business may also be conducted by unanimous consent.
12. Video display. The LJCA Board, or their assistants, shall cause a video of the chair to be displayed throughout the meeting, and shall also cause display of the video of the member currently recognized to speak or report.
Posted 3/18/2021